As filed with the Securities and Exchange Commission on June 22, 2004.


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                  June 22, 2004


                            Darden Restaurants, Inc.
             (Exact name of registrant as specified in its charter)


        Florida                        1-13666                  59-3305930
(State or other jurisdiction    (Commission file number)       (IRS employer
    of incorporation)                                       identification No.)



                 5900 Lake Ellenor Drive, Orlando, Florida 32809
                    (Address of principal executive offices)



               Registrant's telephone number, including area code:
                                 (407) 245-4000



                                 Not Applicable
          (Former name or former address, if changed since last report)







Item 12.          Results of Operations and Financial Condition.
                  ---------------------------------------------

                  On June 22, 2004, the Company issued a news release entitled
                  "Darden Restaurants Reports Annual and Fourth Quarter Diluted
                  Net Earnings Per Share," a copy of which is furnished herewith
                  as Exhibit 99 to this current Report on Form 8-K.


























                                        2








                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



Dated:  June 22, 2004                     DARDEN RESTAURANTS, INC.



                                          By:    /s/ Paula J. Shives
                                                 -------------------------
                                                 Paula J. Shives
                                                 Senior Vice President and
                                                 General Counsel
























                                        3











                                INDEX TO EXHIBITS


Exhibit Number           Description of Exhibit
--------------           --------------------------


         99              Press Release dated June 22, 2004, entitled "Darden
                         Restaurants Reports Annual and Fourth Quarter Diluted
                         Net Earnings Per Share."

























                                        4





                                                                      EXHIBIT 99

DARDEN RESTAURANTS
Red Lobster(R)Olive Garden(R)Bahama Breeze(R)Smokey Bones(R)
         www.darden.com
                                                      NEWS/INFORMATION
                                                      Corporate Relations
                                                      P.O. Box 593330
                                                      Orlando, FL  32859
                                    Contacts:
                                    (Analysts) Matthew Stroud (407) 245-6458
                                    (Media)    Jim DeSimone   (407) 245-4567
FOR RELEASE
June 22, 2004
4:30 PM ET

                      DARDEN RESTAURANTS REPORTS ANNUAL AND
                  FOURTH QUARTER DILUTED NET EARNINGS PER SHARE

ORLANDO,  FL,  June 22 - Darden  Restaurants,  Inc.  (NYSE:DRI)  today  reported
diluted net  earnings  per share for the fiscal year and fiscal  fourth  quarter
ended May 30, 2004, which included an additional operating week compared to last
year.  Diluted net earnings per share were $1.36 for the year on net earnings of
$231.5  million  and 32 cents for the fourth  quarter on net  earnings  of $53.7
million. As described in the table below, annual diluted net earnings per share,
before  the   previously   announced   fourth   quarter  asset   impairment  and
restructuring charge, was $1.50.



                                                   14 weeks ended 5/30/2004         53 weeks ended 5/30/2004
                                                                   Diluted Net                    Diluted Net
(In thousands except per share data)                  Net           Earnings            Net        Earnings
                                                    Earnings        Per Share         Earnings     Per Share
                                                                                         
As reported                                         $53,716           $0.32           $231,462       $1.36
Asset impairment and restructuring charge            23,053            0.14             23,053        0.14
                                                     ------            ----             ------        ----
Adjusted                                             $76,769          $0.46           $254,515       $1.50


Darden  Restaurants,  the world's largest casual dining company,  said full year
sales  increased 7.5% to $5.0 billion.  In the fourth  quarter,  sales increased
10.7% to $1.4 billion driven primarily by new restaurant  growth at Olive Garden
and Smokey Bones and the additional operating week in the quarter.

"This  was a good  quarter  for  Darden  Restaurants,"  said Joe  Lee,  Darden's
Chairman and Chief Executive Officer.  "We achieved solid fourth quarter diluted
net  earnings  per share as a result of  exceptional  performance  once again at
Olive Garden and continued improvement at Red Lobster,  Bahama Breeze and Smokey
Bones.  Strong  leadership is the key to propelling future growth for Darden and
we will benefit from recent steps to fill important leadership positions. We are
committed to building  the  leadership  teams we need to create a great  company
that will last for generations."

                                     -MORE-


                                       -2-


Highlights for the quarter and year ended May 30, 2004 include the following:

o    Net  earnings  were $231.5  million,  or $1.36 per diluted  share,  for the
     fiscal  year and $53.7  million,  or 32 cents per  diluted  share,  for the
     fourth quarter.  These results include fourth quarter asset  impairment and
     restructuring  charges totaling  approximately  $23.1 million after tax for
     the closure of six Bahama Breeze  restaurants and a write down of the value
     of four other Bahama Breeze  restaurants,  one Olive Garden  restaurant and
     one Red Lobster restaurant.

o    Net  earnings  for the fiscal  year  (excluding  the asset  impairment  and
     restructuring  charges) were $254.5 million, or $1.50 per diluted share, on
     sales of $5.0  billion  (53  weeks).  Last year net  earnings  were  $232.3
     million, or $1.31 per diluted share, on sales of $4.7 billion (52 weeks).

o    Net earnings for the fourth  quarter  (excluding  the asset  impairment and
     restructuring  charges) were $76.8 million,  or 46 cents per diluted share,
     on sales of $1.4  billion (14  weeks).  Last year net  earnings  were $61.1
     million,  or 35 cents  per  diluted  share,  on sales of $1.2  billion  (13
     weeks).

o    Olive Garden's  same-restaurant  sales increased 5.0% in the fourth quarter
     on a 13 weeks versus 13 weeks basis.  This is the 39th consecutive  quarter
     of same-restaurant  sales growth,  bringing Olive Garden's  same-restaurant
     sales increase for the fiscal year to 4.6%. Olive Garden also opened 11 new
     restaurants  in the fourth  quarter and 23 new  restaurants  during  fiscal
     2004.

o    On May 20, the  Company  announced  that Kim  Lopdrup,  a 19-year  industry
     veteran, would become President of Red Lobster. In addition to Lopdrup, the
     Company  announced that Kelly Baltes,  who has spent 19 years in the casual
     dining  industry,  would become  Executive Vice President of Operations for
     Red Lobster and Jane Diange, a 10-year casual dining veteran,  would become
     Senior Vice President of Human Resources for Red Lobster.

o    Smokey Bones opened 10  restaurants  during the fourth  quarter and, with a
     total of 30 openings  during the full fiscal year,  increased in size to 69
     restaurants in operation.  Total sales for Smokey Bones in fiscal 2004 were
     $174.3 million and average annual sales per restaurant were $3.2 million.

o    Darden  purchased  4.4  million  shares of its  common  stock in the fourth
     quarter, bringing the total number of shares repurchased during the year to
     10.7 million.









                                     -MORE-





                                       -3-

Operating Highlights

OLIVE  GARDEN'S  fourth  quarter sales of $593.5  million were 15.7% above prior
year,  driven  primarily by a  same-restaurant  sales  increase of 5.0% (on a 13
weeks versus 13 weeks basis),  revenue from 19 net new restaurants opened during
fiscal  2004 and sales  from the  additional  operating  week.  This is the 39th
consecutive  quarter of  comparable-restaurant  sales  growth for Olive  Garden.
Olive  Garden had record  total  sales for the fiscal year of $2.2  billion,  up
11.1% from last year,  and its average  annual  sales per  restaurant  were $4.1
million (52 week base).  For the quarter,  the company's  sales gains,  combined
with lower food and beverage costs,  restaurant  expenses and selling,  general,
and  administrative  expenses as a percent of sales,  more than offset increased
restaurant labor expenses.  This resulted in a strong  double-digit  increase in
operating profit for the quarter and the year along with record annual operating
profit and return on sales.

"This was a great  quarter to complete an  outstanding  year for Olive  Garden,"
said Drew Madsen,  President  of Olive  Garden.  "I am  delighted  that we could
deliver such strong growth and record financial performance in sales,  operating
profit  and  return on sales.  We have an  exceptional  team that is  focused on
delighting our guests with a genuine Italian dining experience.  I want to thank
that team for making our guests feel like family,  whenever  they choose to dine
at Olive Garden.  We are excited about our future and the opportunity to achieve
even higher levels of success."

RED LOBSTER'S fourth quarter sales of $652.8 million were 1.3% above prior year,
driven by seven net new restaurants opened during fiscal 2004 and sales from the
additional operating week partially offset by a 6.4% decrease in same-restaurant
sales (on a 13 weeks versus 13 weeks basis).  Red Lobster's  total sales for the
fiscal year were $2.4 billion,  up 0.1% from last year,  and its average  annual
sales per restaurant were $3.6 million (52 week base). Same-restaurant sales for
the  fiscal  year were down  3.5%.  Lower food and  beverage  costs,  restaurant
expenses and selling,  general and administrative expenses as a percent of sales
more  than  offset  higher  restaurant  labor  expenses,  which  led to a strong
double-digit increase in operating profit for the quarter versus last year.

"We are encouraged that our team was able to grow profits in the fourth quarter,
despite  considerable  challenges," said Kim Lopdrup,  President of Red Lobster.
"Importantly, we also increased our guest satisfaction scores significantly, and
our  sales  trend  since  April  has  improved   after  we  introduced  our  new
transitional  advertising campaign. Our 63,000 dedicated employees are committed
to enhancing the dining experience of all our guests and building a simply great
future for Red Lobster and all its stakeholders."

BAHAMA  BREEZE  opened  its  new,   reduced-investment   prototype  building  in
Pittsburgh,  PA during  the  fourth  quarter.  Bahama  Breeze  also  closed  six
restaurants  during the  quarter,  reducing  the total number in operation to 32
restaurants.  Total sales for Bahama  Breeze were $176.3  million in fiscal 2004
and average annual sales per restaurant  (excluding the six closed  restaurants)
were $5.2 million (on a 52 week basis).

SMOKEY  BONES  opened  10  restaurants  during  the  fourth  quarter  and had 69
restaurants  in operation  at the end of the fiscal  year.  Since the end of the
quarter,  Smokey  Bones has opened one  restaurant  located in Bowie,  MD. Total
sales for Smokey  Bones were $174.3  million in fiscal  2004 and average  annual
sales per restaurant  were $3.2 million (on a 52 week basis).  The company plans
to open 30 to 40 restaurants during fiscal 2005.

                                     -MORE-


                                       -4-

Other Actions

Darden continued the buyback of its common stock,  purchasing 4.4 million shares
in the fourth quarter. Since commencing its repurchase program in December 1995,
the Company has repurchased a total of 109.2 million shares under authorizations
totaling 115.4 million shares.

The Company's Annual Meeting of Shareholders  will be held on September 29, 2004
at the Gaylord Palms Orlando Resort Hotel in Kissimmee,  FL. The record date for
shareholders entitled to vote at the Annual Meeting is July 26, 2004.


May 2004 Same-Restaurant Sales Results

Darden reported  same-restaurant  sales for the five-week May fiscal month ended
May 30, 2004,  which had an  additional  operating  week versus last year.  This
period is the last month of Darden's fiscal 2004 fourth quarter.

Same-restaurant  sales at Olive Garden were up 1% to 2% for fiscal May on a four
weeks  versus  four weeks  basis,  which  reflected a 2% to 3% increase in check
average and a 1% to 2% decrease in guest counts.  The check average increase was
a result of a 2% to 3% increase in pricing and a 0% to 1% increase from menu mix
changes.  Last year,  same-restaurant  sales at Olive  Garden  were flat  during
fiscal May.

Same-restaurant sales at Red Lobster were down 4% to 5% for fiscal May on a four
weeks  versus  four weeks  basis,  which  reflected a 0% to 1% decrease in check
average and a 4% to 5% decrease in guest counts.  The check average increase was
a result of a 0% to 1%  increase  in  pricing  and a 1%  decrease  from menu mix
changes.  Last year,  same-restaurant  sales at Red  Lobster  were down 2% to 3%
during fiscal May.


Fiscal 2005 Outlook

Darden expects combined  same-restaurant  sales growth in fiscal 2005 of between
1% and 3% for Red Lobster and Olive Garden. Darden also expects to open at least
50 to 60 new restaurants in fiscal 2005.

"We have strong,  consumer driven  businesses and we will continue to do what is
necessary to drive their  growth.  Given our near term focus to  strengthen  the
performance at Red Lobster and Bahama Breeze,  the continued  roll-out of Smokey
Bones as well as some uncertainty in economic conditions and the extra operating
week in fiscal  2004,  we believe  diluted net  earnings per share growth in the
range of 8% to 12% is  appropriate  for fiscal  2005," said Lee.  "Over the long
term, we believe we can achieve annual diluted  earnings per share growth in the
double-digit range."

Darden Restaurants,  Inc.,  headquartered in Orlando, FL, owns and operates over
1,300 Red Lobster,  Olive  Garden,  Bahama  Breeze,  Smokey Bones and Seasons 52
restaurants with annual sales of $5.0 billion.

                                     -MORE-


                                       -5-


Forward-looking statements in this news release, if any, are made under the Safe
Harbor  provisions  of the  Private  Securities  Litigation  Reform Act of 1995.
Certain  important  factors could cause results to differ  materially from those
anticipated by the forward-looking statements,  including the impact of changing
economic or business conditions, the impact of competition,  the availability of
favorable  credit  and  trade  terms,  the  impact  of  changes  in the  cost or
availability of food and real estate, government regulation, construction costs,
weather  conditions  and other  factors  discussed  from time to time in reports
filed by the Company with the Securities and Exchange Commission.



                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

        05/30/04                                                        05/25/03
        --------                                                        --------
             649               Red Lobster USA                               642
              31               Red Lobster Canada                             31
             ---               ------------------                            ---
             680               Total Red Lobster                             673

             537               Olive Garden USA                              518
               6               Olive Garden Canada                             6
             ---               -------------------                           ---
             543               Total Olive Garden                            524

              32               Bahama Breeze                                  34

              69               Smokey Bones                                   39

               1               Seasons 52                                      1
           -----                                                           -----

           1,325               Total Restaurants                           1,271




                                     -MORE-


                                      -6-



                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)
                                   (Unaudited)




                                                       14 weeks       13 weeks             53 weeks      52 weeks
                                                        ended          ended                 ended         ended

                                                       5/30/2004      5/25/2003             5/30/2004     5/25/2003
                                                       ---------      ---------             ---------     ---------
                                                                                             
Sales                                                 $1,359,171     $1,227,492            $5,003,355    $4,654,971
Costs and expenses:
  Cost of sales:
     Food and beverage                                   411,418        388,644             1,526,875     1,449,162
     Restaurant labor                                    442,290        386,590             1,601,258     1,485,046
     Restaurant expenses                                 197,043        181,859               767,584       703,554
       Total cost of sales (1)                        $1,050,751       $957,093            $3,895,717    $3,637,762
  Selling, general and administrative                    128,641        114,316               472,109       431,722
  Depreciation and amortization                           54,224         52,015               210,004       191,218
  Interest, net                                           11,349         10,946                43,659        42,597
  Asset impairment and restructuring charge,net           37,823          3,924                41,868         3,924
       Total costs and expenses                       $1,282,788     $1,138,294            $4,663,357    $4,307,223
Earnings before income taxes                              76,383         89,198               339,998       347,748
Income taxes                                             (22,667)       (28,088)             (108,536)     (115,488)
Net earnings                                             $53,716        $61,110              $231,462      $232,260

Net earnings per share:
  Basic                                                    $0.34          $0.36                 $1.42         $1.36
  Diluted                                                  $0.32          $0.35                 $1.36         $1.31

Average number of common shares outstanding:
  Basic                                                  160,300        168,000               163,500       170,300
  Diluted                                                166,900        173,400               169,700       177,400

(1) Excludes restaurant depreciation and
      amortization as follows:                           $50,271        $48,244              $195,486      $177,127

                                     -MORE-


                                      -7-



                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
                                   (Unaudited)



                                                                         05/30/2004            05/25/2003
                                                                                       
ASSETS
Current assets:
   Cash and cash equivalents                                           $     36,694           $    48,630
   Receivables                                                               30,258                29,023
   Inventories                                                              198,781               173,644
   Prepaid expenses and other current assets                                 25,316                25,126
   Deferred income taxes                                                     55,258                49,206
       Total current assets                                            $    346,307           $   325,629
Land, buildings and equipment                                             2,250,616             2,157,132
Other assets                                                                183,425               181,872
       Total assets                                                      $2,780,348           $ 2,664,633

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                    $    174,624           $   175,991
   Short term debt                                                           14,500                    --
   Accrued payroll                                                          103,327                85,975
   Accrued income taxes                                                      48,753                67,975
   Other accrued taxes                                                       38,440                35,069
   Unearned revenues                                                         75,513                72,698
   Other current liabilities                                                228,324               202,201
       Total current liabilities                                       $    683,481           $   639,909
Long-term debt                                                              653,349               658,086
Deferred income taxes                                                       176,216               150,537
Other liabilities                                                            21,532                19,910
       Total liabilities                                               $  1,534,578           $ 1,468,442

Stockholders' equity:
   Common stock and surplus                                            $  1,584,115           $ 1,525,957
   Retained earnings                                                      1,197,921               979,443
   Treasury stock                                                        (1,483,768)           (1,254,293)
   Accumulated other comprehensive income                                    (9,959)              (10,489)
   Unearned compensation                                                    (41,401)              (42,848)
   Officer notes receivable                                                  (1,138)               (1,579)
       Total stockholders' equity                                      $  1,245,770           $ 1,196,191
             Total liabilities and stockholders' equity                $  2,780,348           $ 2,664,633


                                     -MORE-

                                      -8-


                            DARDEN RESTAURANTS, INC.
                   FOURTH QUARTER FY 2004 FINANCIAL HIGHLIGHTS
                      (In millions, except per share data)
                                   (Unaudited)




                                                       14 weeks       13 weeks              53 weeks      52 weeks
                                                         ended          ended                 ended        ended
                                                       5/30/2004      5/25/2003             5/30/2004     5/25/2003
                                                       ---------      ---------             ---------     ---------
                                                                                               
Sales                                                   $1,359.2       $1,227.5              $5,003.4      $4,655.0

Net Earnings                                               $53.7          $61.1                $231.5        $232.3

Net Earnings per Share:
  Basic                                                    $0.34          $0.36                 $1.42         $1.36
  Diluted                                                  $0.32          $0.35                 $1.36         $1.31

Average number of common shares outstanding:
  Basic                                                    160.3          168.0                 163.5         170.3
  Diluted                                                  166.9          173.4                 169.7         177.4



                          -END-